State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 18 contracts
Samples: Merger Agreement (Blue Apron Holdings, Inc.), Merger Agreement (Akerna Corp.), Merger Agreement (IMARA Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions transaction contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionstransaction.
Appears in 9 contracts
Samples: Merger Agreement (Javelin Pharmaceuticals, Inc), Merger Agreement (Medimmune Inc /De), Merger Agreement (Javelin Pharmaceuticals, Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) shall otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Transactions.
Appears in 8 contracts
Samples: Tender Offer Agreement (BGC Partners, Inc.), Tender Offer Agreement (GFI Group Inc.), Tender Offer Agreement (BGC Partners, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is shall become, or may become purport to become, applicable to any of the transactions contemplated by this Agreementhereby, Parent and the parties hereto Company and their respective Boards of Directors shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 7 contracts
Samples: Merger Agreement (Ubiquity Broadcasting Corp), Merger Agreement (Rimrock Gold Corp.), Merger Agreement (EQM Technologies & Energy, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, Acquiror or the parties hereto Company, as applicable, shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 6 contracts
Samples: Merger Agreement (Superior Silver Mines Inc), Merger Agreement (Steel Vault Corp), Merger Agreement (VeriChip CORP)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this Agreementhereby, the parties hereto Company and its Board of Directors shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so ensure that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) shall otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 6 contracts
Samples: Merger Agreement, Merger Agreement (CF Industries Holdings, Inc.), Merger Agreement (Terra Industries Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may shall become applicable to any of the transactions contemplated by this AgreementTransactions, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated hereunder Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) shall otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Transactions.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (BGC Partners, Inc.), Merger Agreement (Cme Group Inc.), Merger Agreement (Cme Group Inc.)
State Takeover Laws. If any “fair price,” ”, “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreementhereby, the parties hereto shall will use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 4 contracts
Samples: Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Asensus Surgical, Inc.), Merger Agreement (Arena Pharmaceuticals Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become becomes applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 4 contracts
Samples: Merger Agreement (Macquarie Infrastructure Corp), Merger Agreement (Omnicare Inc), Merger Agreement (CVS HEALTH Corp)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become becomes applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 3 contracts
Samples: Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Adolor Corp), Merger Agreement (Cubist Pharmaceuticals Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties Parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 3 contracts
Samples: Merger Agreement (SRAX, Inc.), Merger Agreement (Amergent Hospitality Group, Inc), Merger Agreement (Chanticleer Holdings, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 3 contracts
Samples: Merger Agreement (Pxre Group LTD), Merger Agreement (Argo Group International Holdings, Ltd.), Merger Agreement (Pxre Group LTD)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto Company shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsregulation.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Golden Spirit Enterprises Ltd.), Asset Purchase Agreement (Pharmaceutical Product Development Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransactions, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Transactions.
Appears in 2 contracts
Samples: Transaction Agreement (SAILFISH ENERGY HOLDINGS Corp), Transaction Agreement (Stone Energy Corp)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation (or any similar anti-takeover provision of Merger Partner’s or Public Company’s governing documents) is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Merger Agreement (Pieris Pharmaceuticals, Inc.), Merger Agreement (Pieris Pharmaceuticals, Inc.)
State Takeover Laws. If any “fair price,” ”, “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall will use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Merger Agreement (Starrett L S Co), Merger Agreement (Starrett L S Co)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions transaction contemplated by this Agreement, (a) the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise the Company Board shall take all such actions as are reasonably necessary to eliminate or minimize the effects of render such statutes inapplicable to any such statute or regulation on such transactionstransaction contemplated by this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cnet Networks Inc), Merger Agreement (CBS Corp)
State Takeover Laws. If any “fair price,” ”, “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise will take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Merger Agreement (Paratek Pharmaceuticals, Inc.), Merger Agreement (Radius Health, Inc.)
State Takeover Laws. If any “"fair price,” “" "business combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.Transaction. ARTICLE 7
Appears in 2 contracts
Samples: Merger Agreement (Millennium Pharmaceuticals Inc), Merger Agreement (Millennium Pharmaceuticals Inc)
State Takeover Laws. If any “"fair price,” “" "business ------------------- combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto Company shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder by this Agreement may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (DSM Nv), Agreement and Plan of Merger (Catalytica Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to this Agreement or the Offer, the Merger or any of the other transactions contemplated by this Agreement, the parties hereto Company shall use their respective its commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Salesforce Com Inc), Merger Agreement (Demandware Inc)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Merger Agreement (Arsanis, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto Parties shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Share Purchase Agreement (Carbylan Therapeutics, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementMerger, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination,” “affiliated transaction” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsTransaction.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement or the CVR Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder and thereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Merger Agreement (Epizyme, Inc.)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation (other than Section 203 of the DGCL) is or may become applicable to any of the transactions contemplated by this Agreementhereby, the parties hereto Company, Holding and Acquisition Sub shall use their respective commercially reasonable efforts to (a) each take such actions as are reasonably necessary so that the transactions contemplated hereunder hereby may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary act to eliminate or minimize the effects of any such statute or regulation on such transactionsthe transactions contemplated hereby.
Appears in 1 contract
Samples: Merger Agreement (Bway Corp)
State Takeover Laws. If any “fair price,” “moratorium,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become becomes applicable to any of the Merger or the other transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Merger.
Appears in 1 contract
State Takeover Laws. If any “"fair price,” “" "business combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Merger Agreement (Sphere 3D Corp)
State Takeover Laws. If any “"fair price,” “" "business combination” " or “"control share acquisition” " statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementTransaction, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such lawful actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsTransaction, subject to required compliance therewith.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise will take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the Parent Irrevocable Undertakings or the Company Voting Agreement, the parties hereto shall use and their respective commercially reasonable efforts to boards of directors shall (a) take grant such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby approvals and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall will use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is is, or may become become, applicable to any of the transactions transaction contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionstransaction.
Appears in 1 contract
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions transaction contemplated by this Agreement, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionstransaction.
Appears in 1 contract
Samples: Merger Agreement (Accredited Home Lenders Holding Co)
State Takeover Laws. If any “fair price,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this Agreement, the parties hereto Parties shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactions.
Appears in 1 contract
Samples: Merger Agreement (Harmony Energy Technologies Corp)
State Takeover Laws. If any “fair price,” “moratorium,” “business combination” or “control share acquisition” statute or other similar statute or regulation is or may become applicable to any of the transactions contemplated by this AgreementContemplated Transactions, the parties hereto shall use their respective commercially reasonable best efforts to (a) take such actions as are reasonably necessary so that the transactions contemplated hereunder Contemplated Transactions may be consummated as promptly as practicable on the terms contemplated hereby and (b) otherwise take all such actions as are reasonably necessary to eliminate or minimize the effects of any such statute or regulation on such transactionsthe Contemplated Transactions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Odyssey Marine Exploration Inc)
